Open-ended Fund Companies

An OFC is an open-ended collective investment scheme which is structured in corporate form with limited liability and variable share capital. The main purpose of an OFC is to serve as an investment fund vehicle and manage investments for the benefit of its shareholders.

Being an investment vehicle, OFCs are NOT designed to engage in activities, such as commercial trade and business, undertaken by conventional companies which are incorporated under the Companies Ordinance (Cap. 622). OFCs are incorporated in or re-domiciled to Hong Kong under the Securities and Futures Ordinance (Cap. 571).

If you want to incorporate a limited company for commercial trade and business purpose, please refer to the Incorporation of a local limited company in Hong Kong.

OFCs are governed by the following:

• Securities and Futures Ordinance (Cap. 571) Part IVA;

• Securities and Futures (Open-ended Fund Companies) Rules (Cap. 571AQ);

• Securities and Futures (Open-ended Fund Companies) (Fees) Regulation (Cap. 571AR);

• Code on Open-ended Fund Companies; and

• SFC Products Handbook

Given that OFCs are set up to function as an investment fund vehicle, the Securities and Futures Commission is the primary regulator responsible for the registration and regulation of OFCs under the Securities and Futures Ordinance (Cap. 571).

The Registrar of Companies is responsible for the incorporation and statutory corporate filings of OFCs whereas the Official Receiver is responsible for the winding-up procedures.

The primary purpose of an OFC is to operate as an investment fund. It is not designed to operate as a corporate entity for the purposes of general commercial trade or business. Therefore certain requirements under the CO are not applicable to OFCs, for examples, OFCs are not required :

• to report share capital information to the Companies Registry (“CR”);

• to have a company secretary;

• to report particulars of charges to the CR; and

• to deliver annual returns to the CR.

You may visit the “Regulatory functions>Investment products” section of the Securities and Futures Commission (“SFC”)’s website (www.sfc.hk) or contact the SFC directly at:

Address:  54/F, One Island East, 18 Westlands Road, Quarry Bay, Hong Kong
Tel:           (852) 2231 1222
Email:       ofc-enquiry@sfc.hk

Under sections 112C and 112D of the Securities and Futures Ordinance (Cap. 571), an OFC will be formed by registering with the Securities and Futures Commission (“SFC”) and obtaining a certificate of incorporation issued by the Registrar of Companies (“the Registrar”). This is done via a “one-stop” approach whereby the SFC will notify the Registrar of the OFC’s registration, and the SFC’s registration will take effect upon the issuance of a certificate of incorporation by the Registrar.

Under this “one-stop” approach, an applicant only needs to deliver all documents and fees required for incorporation and business registration by the Registrar and the Commissioner of Inland Revenue (“the Commissioner”) respectively to the SFC. The Registrar will register the relevant documents and issue a “Certificate of Incorporation of Open-ended Fund Company” and a “Business Registration Certificate” (on behalf of the Commissioner) in one go after approval is given by the SFC to the OFC’s registration.

The following documents are required for incorporation of an OFC:

• Open-ended Fund Company - Incorporation Form (OFCNC1(SFC));

• A copy of the Instrument of Incorporation; and

• A Notice to Business Registration Office (IRBR3).

The fees for incorporation of an OFC are HK$3,034. The lodgment fee of HK$479 is non-refundable.

Moreover, pursuant to section 5A of the Business Registration Ordinance (Cap. 310), any person who applies for incorporation of an OFC is deemed to have made a simultaneous application for business registration (“BR”). Appropriate BR fee and levy must be delivered together with the incorporation documents for OFC. Please refer to the Business Registration Fee and Levy Table for the correct amount of fees payable.

Note:
Please visit the “Regulatory functions>Investment products” section of the Securities and Futures Commission (“SFC”)’s website (www.sfc.hk) or contact the SFC directly for enquiries on the documents and fees required for application for registration of an OFC. Please see Q5 for contact information.

The Instrument of Incorporation is not a specified form. You may refer to section 112K of the Securities and Futures Ordinance (Cap. 571) and rule 13 of the Securities and Futures (Open-ended Fund Companies) Rules (Cap. 571AQ) for the requirements on the contents of the Instrument of Incorporation. Templates of the Instrument of Incorporation are available on the Securities and Futures Commission’s website.

No. The registered office of an OFC must be situated in Hong Kong.

Yes. All the first directors of an OFC must sign the "Consent to Act as Director" in the Incorporation Form.

The incorporation form must be signed by one of the first directors of the OFC.

Except for the unused continuation sheets, you should deliver the Incorporation Form in its complete format including all the pages with inapplicable items. These pages should also be completed by stating "Nil" or "N.A." in the first box for entering information. An incomplete form will be rejected by the Companies Registry.

The Incorporation Form must be an original one. The Instrument of Incorporation delivered together with the Incorporation Form can be a copy. They must be delivered to the CR for registration through the SFC.

The certificates can only be collected in person at the Companies Registry’s office by the presentor stated in the Incorporation Form. If the presentor sends a representative to collect the certificates, the representative has to produce the presentor's written authorisation (with identification details of the representative) for our records. The person who collects the certificates must produce his/her identity card (if he/she is the presentor or is an authorised representative) or the company chop (if he/she is representing the presentor which is a corporation or firm) to collect the certificates.

The Companies Registry will NOT issue the certificates to any person who fails to produce the required identification document / company chop.

Under sections 112ZJB and 112ZJC of the Securities and Futures Ordinance (Cap. 571), a non-Hong Kong fund corporation may apply for registration as an OFC with the Securities and Futures Commission (“SFC”) and for the issue of a certificate of re-domiciliation by the Registrar of Companies (“the Registrar”). This is done via a “one-stop” approach whereby the SFC will notify the Registrar of the registration, and the SFC’s registration will take effect upon the issuance of a certificate of re-domiciliation by the Registrar.

Under this “one-stop” approach, an applicant only needs to deliver all documents and fees required for the application for re-domiciliation and business registration by the Registrar and the Commissioner of Inland Revenue (“the Commissioner”) respectively to the SFC. The Registrar will register the relevant documents and issue a “Certificate of Re-domiciliation of Open-ended Fund Company” and a “Business Registration Certificate” (on behalf of the Commissioner) in one go after registration of the fund corporation by the SFC for the purpose of re-domiciliation.

The following documents are required for the application:

• Open-ended Fund Company – Re-domiciliation Form (OFCN1(SFC));

• A copy of the Instrument of Incorporation; and

• A Notice to Business Registration Office (IRBR3).

 
The fee for lodging a re-domiciliation form is HK$479 and the fee for issuing a certificate of re-domiciliation is HK$2,555. The lodgment fee of HK$479 is non-refundable.

Moreover, pursuant to section 5A of the Business Registration Ordinance (Cap. 310), any person who applies for re-domiciliation of a non-Hong Kong fund corporation as an OFC under Division 8A of Part IVA of the Securities and Futures Ordinance (Cap.571) is deemed to have made a simultaneous application for business registration (“BR”). Appropriate BR fee and levy must be delivered together with the re-domiciliation documents for OFC. Please refer to the Business Registration Fee and Levy Table for the correct amount of fees payable.

Note:
Please visit the “Regulatory functions>Investment products” section of the Securities and Futures Commission (“SFC”)’s website (www.sfc.hk) or contact the SFC directly for enquiries on the documents and fees required for application for re-domiciliation of a non-Hong Kong fund corporation as an OFC. Please see Q5 for contact information.

The place of incorporation of a non-Hong Kong fund corporation means–

1. the jurisdiction outside Hong Kong in which the corporation is incorporated and under the law of which the corporation is registered as at the date on which an application under section 112ZJB(1) of the Securities and Futures Ordinance (Cap. 571)(“the Ordinance”) is made by the corporation to the Securities and Futures Commission  (“application date”); or
2. if the corporation has, after its incorporation, transferred its domicile to a jurisdiction outside Hong Kong, and is registered under the law of that jurisdiction as at the application date — that jurisdiction.

 
You may refer to section 112ZJA of the Ordinance for the statutory interpretation of “place of incorporation” and “application date’.

The certificates can only be collected in person at the Companies Registry’s office by the presentor stated in the Re-domiciliation Form. If the presentor sends a representative to collect the certificates, the representative has to produce the presentor's written authorisation (with identification details of the representative) for our records. The person who collects the certificates must produce his/her identity card (if he/she is the presentor or is an authorised representative) or the company chop (if he/she is representing the presentor which is a corporation or firm) to collect the certificates.

The Companies Registry will NOT issue the certificates to any person who fails to produce the required identification document / company chop.

The Securities and Futures Commission (“SFC”) is responsible for the review and approval of company names of OFCs. The requirements in respect of company names of OFCs are set out in section 112H of the Securities and Futures Ordinance (Cap. 571) and the “Code on Open-ended Fund Companies”.

In general, the name of an OFC must:

• not in the opinion of the SFC, be misleading or otherwise undesirable;

• not be the same as the name of another existing OFC; and

• end with “Open-ended Fund Company” or “OFC” for an English company name, and end with “開放式基金型公司” for a Chinese company name.

Under rule 9(1) of the Securities and Futures (Open-ended Fund Companies) Rules (Cap. 571AQ) (“OFC Rules”), an OFC must not change its company name unless the Securities and Futures Commission (“SFC”) has approved the change.

Under the “one-stop” approach, within 15 days after the date on which the OFC is given notice of the SFC’s approval for the change of name, the OFC must, pursuant to rule 9(4) of the OFC Rules, deliver a notice of change of name in a specified form (Form OFCNC2(SFC)) together with the required fees to the SFC. The Companies Registry (“CR”) will register the form and issue a “Certificate of Change of Name of Open-ended Fund Company” to the OFC after approval is given by the SFC to the OFC’s change of name.

The fees are HK$1,405. The lodgment fee of HK$160 is non-refundable.

Note:
Please visit the “Regulatory functions>Investment products” section of the SFC’s website (www.sfc.hk) or contact the SFC directly for enquiries on the documents and fees required for an application for approval of change of name of an OFC. Please see Q5 for contact information.

The CR will transmit the new company name to the BRO after the "Certificate of Change of Name" is issued pursuant to section 8(2B) of the Business Registration Ordinance. Normally, the BRO will automatically send out the amended Business Registration Certificate by post on the next working day following the date of "Certificate of Change of Name" of the company concerned.

Company registration and trademark registration in Hong Kong serve different purposes. They are regulated by different laws and registration systems administered by different government departments. The CR is responsible for the incorporation of conventional companies and OFCs while the Trade Marks Registry administered by the Intellectual Property Department (www.ipd.gov.hk/eng/trademarks.htm) is responsible for the registration of trademarks. Having the OFC incorporated or registered with the CR does not automatically confer on the company the right to use its name as a trademark in promoting or dealing in goods and services. You have to file an application with the Trade Marks Registry for trademark registration in order to obtain the protection under the Trade Marks Ordinance (Cap. 559).

Yes. Section 112U(1) of the SFO requires that an open-ended fund company must have at least two directors.

No. Section 112V(1) of the SFO sets out the restriction on corporate directorship in open-ended fund companies.

You should deliver a Form OFCD1(SFC) “Open-ended Fund Company – Notice of Appointment of Director” to report the appointment of directors within 15 days after the appointment for registration. The Form OFCD1(SFC) should be delivered to the Registrar of Companies (“the Registrar”) through the Securities and Futures Commission (“the Commission”). The Commission will send the form to the Registrar.

An appointment as a director under rule 101 or 103 of the Securities and Futures (Open-ended Fund Companies) Rules (Cap.571AQ) (“the OFC Rules”) must not be made unless the Commission has given its approval to the appointment.

You should deliver a Form OFCD2 "Open-ended Fund Company – Notice of Cessation of Appointment of Director" to report the cessation of directors within 15 days after the cessation for registration.

You should deliver a Form OFCD3 "Open-ended Fund Company – Notice of Change in Particulars of Director" to report the change in particulars of directors within 15 days after the date of change for registration.

If the open-ended fund company has already delivered the Form OFCD2 to report the resignation of its director, it is not necessary for the resigning director to deliver the Form OFCD4 for registration. It is only when the resigning director has reasonable grounds to believe that the open-ended fund company will not give notification of this fact to the Registrar of Companies that a Form OFCD4 should be delivered for registration.

A non-Hong Kong resident can be appointed as a director of an open-ended fund company. However, he/she must have a process agent. Please see Q40.

A director of an open-ended fund company whose usual residential address is outside Hong Kong (“a non-resident director”) must have a process agent. A process agent is one who is authorized to accept service of any process or notice required to be served on the non-resident director.

A process agent can either be –
(a)   an individual whose usual residential address is in Hong Kong;
(b)   a company; or
(c)   a firm of solicitors or certified public accountants (practising).

Where the process agent is a company or a firm (i.e. items (b) and (c) of the above), the address of the registered office of the company or the address of the principal place of business of the partnership should be in Hong Kong.

You may report the appointment of the process agent together with the appointment of a non-resident director. You should deliver a Form OFCD1(SFC) "Open-ended Fund Company – Notice of Appointment of Director" to report the appointment of process agent of a non-resident director within 15 days after the date of appointment.

You may report the cessation of appointment of the process agent together with the cessation of appointment of a non-resident director. You should deliver a Form OFCD2 "Open-ended Fund Company – Notice of Cessation of Appointment of Director" to report the cessation of appointment of process agent of a non-resident director within 15 days after the date of cessation.

You should deliver a Form OFCPA1 "Open-ended Fund Company – Notice of Change in Particulars of Process Agent (Director)" to report the change in particulars of process agent of a non-resident director within 15 days after the date of change.

No. The Companies Registry will transmit the new registered office address of the open-ended fund company to the Business Registration Office after the Form OFCR1 is registered.

Information relating to business address of an open-ended fund company is not required to be reported to the Companies Registry under the SFO or the OFC Rules. You should notify the Business Registration Office direct of the change of business address of your open-ended fund company within one month from the date of change by submitting a written notification or a completed Form IRC3111A (pdf format).

Yes. You should notify the Business Registration Office direct of the change of business address of your open-ended fund company within one month from the date of change by submitting a written notification or a completed Form IRC3111A (pdf format).

No, it is not required to report the appointment of a custodian or his/her process agent to the Companies Registry. However, the appointment of a custodian must not be made unless the Commission has given its approval to the appointment pursuant to rule 114(3) of the OFC Rules.

No, it is not required to report the appointment of an investment manager to the Companies Registry. However, the appointment of an investment manager must not be made unless the Commission has given its approval to the appointment pursuant to rule 125(3) of the OFC Rules.

You can access Companies Registry (CR)’s Cyber Search Centre at www.icris.cr.gov.hk to conduct searches on the particulars and image records of documents of OFC which are registered and kept by the Registrar of Companies. You can also conduct the searches by using CR’s Company Search Mobile Service at www.mobile-cr.gov.hk.

Please refer to the FAQs on Electronic Search Services for information.

The list of registered OFC is also accessible via List of Investment Products on the SFC’s website. It contains information on OFC that have been registered by the SFC under sections 112D and 112ZJB of the Securities and Futures Ordinance.

The search services include:-

Free Search Services
(a)   Company Name Search
(b)   Document Index Search

Payable Search Services
(c)   Image Record Search
(d)   Company Particulars Search
(e)   Directors Index Search

Yes. You can place orders for certified copies of document image records and search reports of OFCs. Certified copies will be available for collection on and after the specified date and time at the Collection Counters of the Public Search Centre on the 13th floor of the Queensway Government Offices, 66 Queensway, Hong Kong. If you order online, you may also choose to receive the certified copies by post or by courier subject to payment of handling charges.

Yes. Omission of the prefix will lead to different search results.